Attached files
| file | filename |
|---|---|
| EX-10.1 - Sunway Global Inc. | v180215_ex10-1.htm |
| EX-10.2 - Sunway Global Inc. | v180215_ex10-2.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest reported): March 18, 2010
SUNWAY GLOBAL
INC.
(Exact
name of registrant as specified in charter)
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Nevada
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000-27159
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65-0439467
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer
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Incorporation or Organization)
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Identification No.)
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Daqing
Hi-Tech Industry Development Zone
Daqing,
Heilongjiang, Post Code 163316
People’s
Republic of China
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: 86-459-604-6043
Copies
to:
Marc
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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Item
9.01
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Financial Statements and
Exhibits.
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On March 18, 2010, Sunway Global Inc.,
a Nevada corporation (the “Company”) entered into a Securities Exchange
Agreement (the “Securities Exchange Agreement”) with Vision Opportunity Master
Fund, Ltd. and Vision Capital Advantage Fund, LP (collectively, “the
Holders”). Pursuant to the terms of the Securities Exchange
Agreement, the Company agreed to issue an aggregate of 2,000,000 shares of
common stock (the “Exchange Shares”) to Vision in exchange for the retirement of
all of the currently outstanding and unexercised warrants held by the
Holders. Such issuance, and the closing of the Securities Exchange
Agreement, is conditioned upon the closing of a minimum $10 million offering of
the Company’s equity securities at a per share price that is acceptable to both
the Company and to the Holders.
In connection with the Securities
Exchange Agreement, on April 5, 2010, the Company entered into a Securities
Escrow Agreement by and among the Holders, Rise Elite International Limited
(“Rise Elite”), and Sichenzia Ross Friedman Ference LLP, as escrow agent,
pursuant to which Rise Elite, a principal shareholder of the Company owned by
the Company’s two directors, agreed to hold in escrow an aggregate of 1,000,000
shares of its common stock, to be released back to Rise Elite or distributed to
the Holders, depending upon the Company’s achievement of certain
milestones. Of the 1,000,000 shares to be held in escrow, 500,000
shares shall be distributed to the Holders if the Company does not list on
NASDAQ, NYSE Amex, or the New York Stock Exchange (each, a “Qualified Exchange”)
on or before December 31, 2010. The remaining 500,000 shares shall be
distributed to the Holders if, as of December 31, 2010 and subsequent to the
listing of the Company’s common stock on a Qualified Exchange, the Company does
not maintain a closing price of $3.75 for 20 out of the most recent 30 trading
days with an average daily trading volume of at least 70,000
shares. All disbursement to the Holders under the terms of the
Securities Escrow Agreement shall be made pro rata to the number of Exchange
Shares obtained by each Holder under the Securities Exchange
Agreement. As with the Securities Exchange Agreement, the closing of
the Securities Escrow Agreement is conditioned upon the closing of a minimum $10
million offering of the Company’s equity securities at a per share price that is
acceptable to both the Company and to the Holders.
EXHIBIT
INDEX
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Exhibit Number
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Description
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10.1
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Securities
Exchange Agreement, dated March 18, 2010, by and among Sunway Global Inc,
Vision Opportunity Master Fund, Ltd., and Vision Capital Advantage Fund,
LP.
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Securities
Escrow Agreement, dated April 5, 2010, by and among Sunway Global Inc,
Vision Opportunity Master Fund, Ltd., Vision Capital Advantage Fund, LP,
Rise Elite International Limited, and Sichenzia Ross Friedman Ference LLP,
as escrow agent.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
April 6, 2010
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SUNWAY
GLOBAL INC.
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By:
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/s/ Bo Liu
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Bo
Liu
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Chief
Executive
Officer
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